Notice of EGM and Tender Offer
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN
BH Macro Limited (the "Company")
(an authorised closed-ended collective investment scheme established as a company with limited liability under the laws of Guernsey with registration number 46235)
27 April 2016
Tender Offer
Further to its announcement of 5 April 2016, the Company has today released a circular (the "Circular") containing details of the Tender Offer (as defined below) to be put forward to its shareholders, other than certain overseas shareholders (as described further in the Circular) (the “Eligible Shareholdersâ€) by J.P. Morgan Securities plc, which conducts its UK investment banking services as J.P. Morgan Cazenove (“J.P. Morgan Cazenoveâ€).
The Tender Offer is conditional upon the Company receiving the consent of its shareholders at an Extraordinary General Meeting and notice of the Extraordinary General Meeting to be held at 2.00 p.m. on 24 May 2016 at the offices of Northern Trust International Fund Administration Services (Guernsey) Limited, Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3QL is also included in the Circular.
Background
The tender offer (the “Tender Offerâ€) will be for up to 25 per cent. of each class of the Company’s issued share capital (the “Sharesâ€) and is being made by J.P. Morgan Cazenove. J.P. Morgan Cazenove will, as principal, purchase the Shares tendered by means of on-market purchases and, following the completion of all those purchases, sell them to the Company.
The maximum number of Shares of each class to be acquired under the Tender Offer will be 7,812,223 Sterling denominated Shares, 861,331 Euro denominated Shares and 3,805,094 US Dollar denominated Shares, representing 25 per cent. of each class of Shares in issue (the “Available Sharesâ€) as at 25 April 2016.
Principal objectives of the Tender Offer
The principal objectives of the Company in pursuing the Tender Offer are as follows:
- to provide Eligible Shareholders with an opportunity for more liquidity than is offered by on-market purchases by the Company of its own Shares;
- to permit those Eligible Shareholders who wish to realise some (or possibly all) of their investment in the Company to do so, subject to the terms of the Tender Offer and the extent to which Eligible Shareholders of each class of Shares tender their Shares; and
- to enhance the net asset value per Share for continuing shareholders of each class of Shares which are repurchased pursuant to the Tender Offer.
The Tender Price Increments (as defined below) have been set taking account of both the Company’s probable liquidation value and the approximate discounts to NAV at which the Shares have traded in the past 12 months.
Eligible Shareholders may tender any number of their holdings of each class of Shares in the Tender Offer but the extent to which an application is successful or scaled back will depend on the number of Shares tendered at each Tender Price Increment, as described below.
Pricing of the Tender Offer
Eligible Shareholders wishing to tender their Shares in the Tender Offer can choose to tender their Shares for repurchase at one or more incremental Tender Prices (the “Tender Price Incrementsâ€).
Eligible Shareholders will not be permitted to tender the same Shares at multiple Tender Price Increments but will be permitted to split their Shares and tender separate blocks of Shares at multiple Tender Price Increments.
To the extent that An Eligible Shareholder has a tender accepted for its Shares at a certain Tender Price Increment such Tender Price Increment will represent the price payable in respect of those Shares.
Eligible Shareholders will not be able to tender any Shares (their “Eligible Sharesâ€) in excess of their total shareholding as at the Record Date (as defined in the timetable below) and J.P. Morgan Cazenove will not accept any tenders in respect of Shares that are in excess of each Eligible Shareholder’s Eligible Shares.
If any Eligible Shareholder tenders Shares in excess of its Eligible Shares J.P. Morgan Cazenove will only fulfil such a request up to the maximum number of that Eligible Shareholder’s Eligible Shares. J.P. Morgan Cazenove will accept such tenders, in accordance with the process detailed below, taking the Shares offered at the lowest Tender Price Increment first until such time as tenders have been accepted in respect of all of the Eligible Shareholder’s Eligible Shares.
The lowest Tender Price Increment represents a discount of eight per cent. to the NAV per Share of each class on the NAV Determination Date (as defined in the timetable below) (the “Base Tender Priceâ€).
The highest Tender Price represents a discount of four per cent. to the NAV per Share of each class on the NAV Determination Date (the “Maximum Tender Priceâ€).
Between the Base Tender Price Increment and the Maximum Tender Price, the Tender Price Increments increase in three steps, at a discount to the relevant NAV of seven per cent., six per cent. and five per cent. respectively.
Successful tenders will be determined as follows:
- The number of tenders received in respect of the Base Tender Price for each class of Shares will be determined.
- All Eligible Shareholders of the relevant class tendering up to 25 per cent. of their holding of the relevant class of Shares (the “Basic Entitlementâ€) at the Base Tender Price will have their tender satisfied in full.
- Eligible Shareholders tendering more than their Basic Entitlement (“Excess Applicationsâ€) at the Base Tender Price will have their Excess Applications satisfied if there are sufficient remaining Available Shares and such Available Shares shall be apportioned to Eligible Shareholders pro rata to their Excess Applications should other Eligible Shareholders not tender the full amount of their Basic Entitlement at the Base Tender Price and as a result of certain overseas shareholders not being permitted to participate in the Tender Offer.
- To the extent that the Company does not receive valid tenders for all Available Shares at the Base Tender Price, the same process (as set out above) will be followed in respect of tenders made at the next highest Tender Price Increment.
- This process will be repeated at each subsequent higher Tender Price Increment until the point at which tenders have been satisfied in respect of all Available Shares or the Maximum Tender Price has been reached.
- To the extent that there are insufficient Available Shares to satisfy all tenders at a particular Tender Price Increment, tenders will be satisfied as follows:
- first, tenders will be considered from all Eligible Shareholders that have not already had 25 per cent. of their Shares accepted for tender. Provided that sufficient Available Shares remain, all such tenders will be accepted up to such a level as would result in each such Eligible Shareholder receiving its Basic Entitlement. If there remain insufficient Available Shares for this purpose, then all such Available Shares shall be apportioned to Eligible Shareholders pro rata to their remaining Basic Entitlement; and
- second, the remaining Available Shares shall be apportioned to Eligible Shareholders pro rata to their Excess Applications.
- An Eligible Shareholder which has already had its Basic Entitlement accepted for tender at a Tender Price Increment will only be able to participate at a higher Tender Price Increment to the extent it has tendered Shares at such Tender Price Increment and only once other Eligible Shareholders tendering at that Tender Price Increment have received all of their Basic Entitlement.
For the avoidance of doubt, an Eligible Shareholder will not have a Basic Entitlement accepted at each Tender Price Increment at which Shares are accepted for tender by J.P. Morgan Cazenove.
Basic Entitlements will be calculated by reference to registered shareholdings as at the Record Date.
Class conversion facility
As announced on 5 April 2016, in light of the Tender Offer, the Company is suspending the ability for shareholders to convert their Shares from one class to another in respect of the April and May 2016 share conversion dates. Conversions received in respect of the March 2016 share conversion date will be processed as normal.
Overseas Shareholders
The Tender Offer will not be made available to certain overseas shareholders, as described further in the Circular.
Expected Timetable
| Latest time and date for receipt of Tender Forms | 5.00 p.m. on 20 May 2016 |
| Record Date for Tender Offer | the close of business on 20 May 2016 |
| Latest time and date for receipt of Forms of Proxy for the Extraordinary General Meeting | 2.00 p.m. on 20 May 2016 |
| Extraordinary General Meeting | 2.00 p.m. on 24 May 2016 |
| Results of Extraordinary General Meeting announced | 24 May 2016 |
| NAV Determination Date (being the date of the NAVs on which the Tender Prices are based) | 31 May 2016 |
| Results of Tender Offer announced | 3 June 2016 |
| Final Tender Prices for each class of Share and repurchase date for successfully tendered Shares announced | Final week of June 2016 |
| Settlement through CREST of, and despatch of cheques for, the Tender Offer consideration, as appropriate | by 8 July 2016 |
All references are to London time.
Posting of Circular
The Circular which contains the full terms and Conditions of the Tender Offer, instructions to Eligible Shareholders on how to tender their Shares should they choose to do so, together with the relevant Tender Forms, is being posted to Eligible Shareholders.
A copy of the Circular will shortly be available to view on the Company's website at
Enquiries
Brevan Howard:
Dan Riggs
020 7022 6236
J.P. Morgan Cazenove:
William Simmonds
020 7742 4000
Northern Trust:
Sharon A Williams
01481 745436
Important notices
J.P. Morgan Securities plc, which conducts its UK investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), which is authorised by the Prudential Regulation Authority and regulated by the Prudential Regulation Authority and the Financial Conduct Authority in the United Kingdom, is acting exclusively for the Company and no-one else in connection with the Tender Offer and will not be responsible to anyone other than the Company for providing the protections afforded to customers of J.P. Morgan Cazenove or for providing advice in relation to the Tender Offer or any matter referred to herein.
This announcement does not constitute an offer or solicitation to acquire or sell any securities in the Company. Any acceptance or other response to the Tender Offer should be made on the basis of the information contained in the Circular. The Tender Offer will not be extended into any jurisdiction where to do so may be unlawful or which may otherwise subject the Company or any other person to any unduly onerous obligation.
This announcement is not for distribution in or into the United States, Canada, Australia or Japan or any other jurisdiction in which its distribution may be unlawful. This announcement is not an offer of securities for sale in the United States or elsewhere. The securities of the Company have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Actâ€), and may not be offered or sold in the United States unless registered under the Securities Act or pursuant to an exemption from such registration. The Company has not been and will not be registered under the US Investment Company Act of 1940, as amended, and investors are not entitled to the benefits of that Act. There has not been and there will be no public offering of the Company’s securities in the United States.
This announcement includes statements that are, or may be deemed to be, ‘‘forward-looking statements’’. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms ‘‘believes’’, ‘‘estimates’’, ‘‘anticipates’’, ‘‘expects’’, ‘‘intends’’, ‘‘may’’, ‘‘will’’ or ‘‘should’’ or, in each case their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the intentions, beliefs or current expectations of the Company. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The investment performance, financial condition and prospects of the Company may change. Except as required by law or applicable regulation, the Company does not undertake any obligation to update any forward-looking statements, even though the situation of the Company may change in the future. All of the information presented in this announcement, and particularly the forward-looking statements, is qualified by these cautionary statements.
END
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